13D Filing: Vintage Capital Management LLC and Rent-A-Center Inc (RCII)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act
of 1934

(Amendment No. __)*

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: ¨

Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.

* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).

^*
Percentage calculated based on 53,311,807 shares of common stock, par value $0.01 per share, outstanding as of October 23,
2017, as reported in the Form 10-Q for the quarterly period ended September 30, 2017, of Rent-A-Center, Inc.

^* Percentage
calculated based on 53,311,807 shares of common stock, par value $0.01 per share, outstanding as of October 23, 2017, as
reported in the Form 10-Q for the quarterly period ended September 30, 2017, of Rent-A-Center, Inc.

^*
Percentage calculated based on 53,311,807 shares of common stock, par value $0.01 per share, outstanding as of October 23,
2017, as reported in the Form 10-Q for the quarterly period ended September 30, 2017, of Rent-A-Center, Inc.

The securities to which this statement on
Schedule 13D (this “Statement”) relates are the common stock, par value $0.01 per share (the “Common Stock”),
of Rent-A-Center, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the
Issuer is 5501 Headquarters Drive, Plano, TX 75024.

This Statement is filed by:

Vintage Capital, Kahn Capital and Mr. Kahn
are referred to collectively as the “Reporting Persons.”

The Reporting Persons have entered into
a joint filing agreement, a copy of which is attached as Exhibit 1.

The address of the principal business and
principal office of each of the Reporting Persons is 4705 S. Apopka Vineland Road, Suite 206, Orlando, FL 32819.

The principal business of Vintage Capital
is acting as an investment manager.

The principal business of Kahn Capital is
acting as a member of Vintage Capital.

The principal occupation of Mr. Kahn is
acting as the manager of each of Vintage Capital and Kahn Capital.

During the past five years, none of the
Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       Civil
Proceedings

During the past five years, none of the
Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.

(f)       Citizenship

Mr. Kahn is a citizen of the United States
of America.

All
of the shares of Common Stock to which this Statement relates were purchased on behalf of the Reporting Persons using the
investment capital of the Reporting Persons. The aggregate purchase price of the 3,186,042 shares of Common Stock acquired was
approximately $31,737,000 (including brokerage commissions and transaction costs).

The Reporting Persons purchased the shares
of Common Stock for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting
Persons.

In pursuing such investment
purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at
times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of
the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy or prospects; or (3) from the
sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s
operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing
market conditions, as well as other economic, securities markets and investment considerations. Consistent with their
investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the management or
board of directors of the Issuer, other stockholders, industry analysts, existing or potential strategic partners or
competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions
may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the Common
Stock; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3)
proposing changes in the Issuer’s operations, governance or capitalization; (4) pursuing a transaction that would
result in the Reporting Persons’ acquisition of all or a controlling interest in the Issuer; or (5) pursuing one or
more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

In addition to the information
disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any
actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a)
through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the
shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions
or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the
foregoing.

The Reporting Persons have engaged, and
intend to continue to engage, in communications with the Issuer’s Board of Directors (the “Board”) and management regarding means to create stockholder value.

On November 3, 2017, Vintage
Capital submitted a letter to the Board containing a non-binding proposal to acquire the Issuer for $13.00 in cash per share
of Common Stock. The letter is attached as Exhibit 2 and is incorporated by reference.

(a)
and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are
incorporated by reference. As of 4:00 p.m., Eastern time, on November 2, 2017, the Reporting Persons beneficially owned
3,186,042 shares of Common Stock, representing approximately 5.9% of the outstanding shares of Common Stock. The
percentage in this paragraph relating to beneficial ownership of Common Stock is based on 53,311,807 shares of Common Stock
outstanding as of October 23, 2017, as reported in the Form 10-Q for the quarterly period ended September 30, 2017, of the
Issuer.

Kahn Capital, as a member and the majority
owner of Vintage Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially
owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Kahn Capital disclaims beneficial
ownership of such shares for all other purposes.

Mr. Kahn, as the manager of each of Vintage
Capital and Kahn Capital, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially
owned by Vintage Capital, and may be deemed to be the indirect beneficial owner of such shares. Mr. Kahn disclaims beneficial ownership
of such shares for all other purposes.

To the knowledge of each of the Reporting
Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any shares of Common Stock.

(c)       Except
as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the last 60 days.

(d)       No
other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock covered by this Statement.

(e)       Not
applicable.

Except for the joint filing agreement between
and among the Reporting Persons attached as Exhibit 1 and other than as described in this Statement, to the knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons
or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited
to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Vintage Capital sold
short American-style put options referencing an aggregate of 3,201,600 shares of Common Stock at the prices and with
the expirations listed on Schedule A. The Reporting Persons do not have any control over the exercise of the put options and,
as such, are not deemed to beneficially own the 3,201,600 share of Common Stock underlying the put options.

The following documents are filed as exhibits:

SIGNATURES

After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 3, 2017

Transactions by the Reporting Persons
in the Past 60 Days

The following table sets forth all
transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons,
inclusive of any transactions effected through 4:00 p.m., Eastern time, on November 2, 2017. Unless otherwise indicated, all
such transactions were effected in the open market.

Vintage Capital Management,
LLC

¹
Represents American-style put option sold short in the over-the-counter market.

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